Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

SONIC HEALTHCARE LIMITED

ABN

24 004 196 909

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

  1. +Class of +securities issued or to be issued
  2. Number of +securities issued or to be issued (if known) or maximum number which may be issued

Options and Performance Rights over ordinary shares

588,894 Options

64,907 Performance Rights

3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Grant Date of Options and Performance Rights:

19 November 2019

Performance Rights Exercise Price: Nil

Up to 588,894 Options at $29.26 exercise price and 64,907 Performance Rights exercisable from 19/11/2022 until 19/11/2024 (expiry date), subject to satisfaction of performance conditions.

+ See chapter 19 for defined terms.

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  1. Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
    If the additional +securities do not rank equally, please state:
    • the date from which they do
    • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
    • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
  2. Issue price or consideration
  3. Purpose of the issue
    (If issued as consideration for the acquisition of assets, clearly identify those assets)

N/A

Nil

588,894 Options were issued under the Sonic Healthcare Limited Employee Option Plan and 64,907 Performance Rights were issued under the Sonic Healthcare Limited Performance Rights Plan to Sonic's Managing Director and Finance Director as the long term incentive components of their remuneration through to the 2022 financial year pursuant to shareholder approval received at the 2019 AGM.

6a Is the entity an +eligible entity No that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

6b The date the security holder N/A

resolution under rule 7.1A was passed

6c Number of +securities issued N/A

without security holder approval under rule 7.1

6d Number of +securities issued N/A

with security holder approval under rule 7.1A

+ See chapter 19 for defined terms.

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6e Number of +securities issued N/A

with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

6f Number of +securities issued under an exception in rule 7.2

6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

N/A

N/A

6h

If +securities were issued under

N/A

rule

7.1A

for

non‐cash

consideration, state

date

on

which

valuation

of

consideration

was released

to

ASX Market Announcements

6i

Calculate the entity's remaining

N/A

issue capacity under rule 7.1 and

rule 7.1A - complete Annexure 1

and release to ASX Market

Announcements

7

+Issue dates

19 November 2019

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

+ See chapter 19 for defined terms.

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8

Number

and +class

of

all

Number

+Class

474,950,806

Ordinary

+securities

quoted

on

ASX

(including the +securities in

section 2 if applicable)

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number

+Class

Options Expiring on:

552,500

20.08.2020 @ $18.49

356,641

20.11.2020 @ $19.41

1,266,500

11.10.2020 @ $19.78

716,000

17.09.2021 @ $21.62

155,000

17.09.2021 @ $22.02

237,666

17.11.2021 @ $21.62

950,000

05.05.2022 @ $23.34

675,145

22.11.2022 @ $21.64

667,787

21.11.2023 @ $21.69

2,000,000

14.10.2023 @ $21.83

980,000

21.12.2023 @ $24.30

588,894

19.11.2024 @ $29.26

Performance Rights

Expiring on:

31,110

17.11.2021

87,762

22.11.2022

87,560

21.11.2023

64,907

19.11.2024

10

Dividend policy (in the case of a

Same as existing

trust, distribution policy) on the

increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval N/A required?

12

Is the issue renounceable or non‐

N/A

renounceable?

13 Ratio in which the +securities N/A will be offered

14

+Class of +securities to which the

N/A

offer relates

15

+Record date to determine

N/A

entitlements

+ See chapter 19 for defined terms.

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16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements?

  1. Policy for deciding entitlements in relation to fractions
  2. Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

N/A

N/A

  1. Closing date for receipt of acceptances or renunciations
  2. Names of any underwriters
  3. Amount of any underwriting fee or commission
  4. Names of any brokers to the issue
  5. Fee or commission payable to the broker to the issue
  6. Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

N/A

N/A

N/A

N/A

N/A

N/A

25 If the issue is contingent on N/A security holders' approval, the date of the meeting

26

Date entitlement and acceptance

N/A

form and offer documents will be

sent to persons entitled

27 If the entity has issued options, N/A and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

  • See chapter 19 for defined terms.

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  1. Date rights trading will begin (if applicable)
  2. Date rights trading will end (if applicable)
  3. How do security holders sell their entitlements in full through a broker?

N/A

N/A

N/A

31

How do security holders sell part

N/A

of their entitlements through a

broker and accept for the

balance?

32

How do security holders dispose

N/A

of their entitlements (except by

sale through a broker)?

33

+Issue date

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of +securities (tick one)

(a)

+Securities described in Part 1

  1. All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

+ See chapter 19 for defined terms.

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Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  1. If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
  2. If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
    1 ‐ 1,000
    1,001 ‐ 5,000
    5,001 ‐ 10,000
    10,001 ‐ 100,000
    100,001 and over
  3. A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

  1. Number of +securities for which +quotation is sought
  2. +Class of +securities for which quotation is sought
  3. Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
    If the additional +securities do not rank equally, please state:
    • the date from which they do
    • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
    • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

+ See chapter 19 for defined terms.

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41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

Number+Class

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

+ See chapter 19 for defined terms.

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Quotation agreement

1

+Quotation of our additional +securities is in ASX's absolute discretion. ASX

may quote the +securities on any conditions it decides.

2 We warrant the following to ASX.

  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no‐one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
  1. We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
  2. We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

............................................................ Date: 20 November 2019

Company Secretary

Print name:

Paul Alexander

== == == == ==

+ See chapter 19 for defined terms.

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Appendix 3B

New issue announcement

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

NOT APPLICABLE

+ See chapter 19 for defined terms.

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Sonic Healthcare Limited published this content on 20 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 November 2019 06:54:03 UTC